ANNEX F
IADSA
Italian – Albanian Debt for Development SWAP Agreement
CALL FOR PROPOSALS REF. NO. IADSA/2015/01
PARTNERSHIP AGREEMENT
Article 1: Project Objectives
The Project ______________, shall contribute to the objectives set out in the Grant Application
Form and its annexes submitted to IADSA under the present Call for Poposals in the event that
the Project will be approved by the IADSA Management Committee (hereinafter “IADSA
MC”).
Article 2: Purposeof this Partnership Agreement
This Partnership Agreement will remain valid only in relation to the Project as referred to in
Article 1 above in the event that will be approved by the IADSA MC.
By the present Partnership Agreement,the Applicant (hereinafter defined as “Executing Entity”)
and its project partner(s) shall define the rules of procedure for the project activities to be carried
out and the relations that shall govern them within the Partnership set up in order to successfully
complete the above-mentioned project.
Article 3: Duration of the Agreement
The Partnership Agreement shall take effect on the date on which the Project and Financing
Contract signed by the Executing Entity and the IADSA MC will enter into force. It shall remain
in force until the Executing Entity has discharged in full his obligations toward the IADSA MC.
Article 4: Executing Entity
4.1 The Executing Entity is responsible for the overall coordination, management and
implementation of the project. The Executing Entity shall manage the funds granted by IADSA
in accordance with the IADSA Guidelines for Project Implementation (GPI). The Executing
Entity assumes sole responsibility for the entire project vis-à-vis the IADSA MC.
4.2 The Executing Entity will ensure timely commencement of the project and implementation
of the entire project within the time schedule in compliance with all obligations to the IADSA
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MC. The Executing Entity shall notify the IADSA MC of any factors that may adversely affect
implementation of the project activities and/or approved financial plan.
4.3 The Executing Entity is responsible for the management of the funds transferred by IADSA
MC, in particular their timely onward transfer to the project partner(s); review of the appropriate
spending of the funds by the project partner(s); and of all required documents and records for the
intermediate and final reports to the TSU and the project audit with assistance of the project
partner(s).
4.4 The Executing Entity is responsible for the preparation and submission of periodic progress
reports, interim reports, final reports, follow-up budget documentation, financial declarations,
requests for transfer, financial reports and applications for budget variations; and
4.5 Any other tasks agreed with the project partner(s).
Article 5: Project Partner(s)
5.1 Project partner(s) is the organization(s) that is responsible carrying out specific project
activities as per the attached work plan.
5.2 More specifically, the project partner(s) will be responsible for:
1) Providing all information and data to the Executing Entity that are required by the latter
to coordinate and monitor the implementation of the project and for reporting purposes;
2) Notifying the Executing Entity of any factors that may adversely affect implementation
of the project in accordance with the work plan.
3) Project partners(s) agree to take all necessary steps enabling the Executing Entity to
comply with its responsibilities as set out in the Project and Financing Contract.
Article 6: Specific Activities
6.1 The main tasks of the Partner(s) are summarised as follows:
[title or number of each activities as in the budget]
6.2 The work plan setting out detailed description of key tasks, targets, timescales and the budget
for each of the activities undertaken by the Partner(s) shall be appended to the present
Partnership Agreement.
Article 7: Co-operation with Third Parties
7.1 In case of cooperation with third parties, including subcontractors, the Partner concerned
shall remain solely responsible to the Executing Entity concerning compliance with its
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obligations as set out in this Partnership Agreement. The Executing Entity shall be informed by
the Partner about the subject and party of any contract concluded with a third party.
7.2 No project partner shall have the right to transfer its rights and obligations under this
Partnership Agreement without the prior consent of the Executing Entity.
7.3 Unless already specified in the Project Proposal submitted for being financed by IADSA, any
modality of co-operation with third parties including subcontractors shall be undertaken in
accordance with procedures set out in the IADSA Guidelines for Project Implementation (GPI).
Article 8: Monitoring, Evaluation and Reporting
8.1 The Executing Entity has overall responsibility for monitoring the actions undertaken by the
Partner(s) on an on-going basis.
8.2 As a minimum, however, each Partner is responsible for submitting progress reports to the
Executing Entity and a final report shortly after the project comes to an end. These reports
should provide details of the activities undertaken as part of the project, the progress/outcomes
achieved against targets, expenditures incurred, an explanation for any variances against the
work plan’s targets for physical outputs and budget, and proposed corrective actions, and any
other information deemed relevant.
8.3 Each Partner is obliged to supply the Executing Entity with all information including the
documents listed under paragraph 16.6 of the IADSA GPI either in original or as certified copies
as the latter deems necessary for the preparation of reports of any kind to the TSU or the IADSA
MC transfer requests and other specific documentation, as are requested by the TSU or the
IADSA MC.
Article 9: Financial Control and Audits
9.1 For audit purposes, the Executing Entity shall:
1) Retain all files, documents and data concerning the project at least for 5 years following
the completion of the Project either in original or as certified copies,
2) Make all the necessary arrangements to ensure that any audits, notified by the duly
authorized authorities, can be carried out,
3) Give the auditing authorities any information about project they request and give them
access to the accounting books, supporting documents and other documentation related to
the project.
9.2 The information concerning the reality and validity of actions and expenses eligible for
IADSA funding provided by the project partner shall engage only its own responsibility.
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Article 10: Withdrawals and Disputes
10.1 The Executing Entity and the partner(s) agree not withdraw from the project unless there
are unavoidable reasons for it. If this were nonetheless to happen the Executing Entity and the
partner(s) shall endeavour to cover the contribution of the withdrawing partner, either by
assuming their tasks.
10.2 In case of any disputes among themselves, the Executing Entity and the partner(s) are
obliged to work towards an amicable settlement. Disputes will be referred to the TSU according
to sub-article 10.4 below. If efforts to achieve an amicable settlement should fail, the Executing
Entity and its partner(s) are obliged to seek an out-of-court arbitration procedure.
10.3 Each and legal disputes that may result from or in connection with this present Partnership
Agreement, including such over the validity of this present Partnership Agreement itself and this
arbitration clause, will be finally decided in accordance with the jurisdiction of the Albanian
Executing Entity.
10.4 In all the above cases described under the present Article, the Executing Entity shall
immediately inform in written the TSU for any action the IADSA MC will consider appropriate
to undertake according to Article 15. and 16. of the Project and Financing Contract.
Article 11: Non-execution of obligations and reimbursement
In the event of total or partial incompletion of the obligations of partner(s) or in the event of
material errors in the effective execution of project activities, each cosignatory member of the
present Partnership Agreement undertakes to reimburse the Executing Entity any funds that have
been unduly received, within the month following notification.
Article 12: Working Language
The working language of this Partnership Agreement shall be English. In case of the translation
of this document into another language the English version shall be the binding one.
Article 13: Legislation and Force Majeure
13.1 This Partnership Agreement is governed by Albanian Law, being the law of the country of
the Executing Entity.
13.2 No party shall be held liable for not complying with obligations ensuing from this
Partnership Agreement should the non-compliance be caused by force majeure.
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Article 14: Final Provisions
14.1 The partner/s can not request any compensation for the assistance provided during the
preparation of the full Project Proposal and any expenses incurred.
14.2 The present Partnership Agreement can only be changed by means of a written amendment
that must be signed by all the undersigned parties that will enter into force upon the approval of
the IADSA MC.
Written in English in ______________ original copies, on ___________
Name of Executing Entity
Full name and title of legal representative
Signature (in original)
Stamp (in original)
Name of Partner(s)
Full name and title of legal representative
Signature (in original)
Stamp (in original)
Annexes which will form integral parts of this Partnership Agreement:
a)
b)
c)
d)
e)
Grant Application Form
Project Action Plan
Project Budget
Project and Financing Contract between Executing Entity and IADSA MC
IADSA Guidelines for Project Implementation (GPI)